Apex Fun Run

1 North 1st Street, Suite 790 Phoenix, Arizona 85004

[email protected]

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APEX FUN RUN LLC is an Arizona limited liability company organized on August 1, 2012. From March 15, 2011 to July 1, 2012, their affiliate in Texas, ALL STAR FUN RUN, INC. did business under the name of “ALL STAR FUN RUN”. On July 1, 2012, it began doing business as “APEX FUN RUN”. They have been assigned all rights to use the mark APEX FUN RUN by ALL STAR FUN RUN LLC. Their principal place of business is and has been since March 15, 2011, 1 North 1st St., Suite 790, Phoenix, Arizona, 85004.

If we award you an Apex Fun Run franchise, you will establish and operate a business that provides a fundraising solution for schools while developing students into leaders utilizing a proprietary two-week curriculum that includes health, fitness and leadership training. The franchised business you will operate is referred to in this Disclosure Document as your “Business”. You will develop one or more Apex Fun Run teams that will provide the leadership training at the schools within your territory and conduct the fun runs. Apex Fun Run teams are generally operated out of home offices. Therefore, we do not require that you lease or purchase a separate office or commercial space. Apex Fun Run teams may utilize only products we approve. The approved product line includes a number of prizes and other items used in conjunction with the Apex Fun Run events. You will market these products through your teams. The program culminates with a positive, energetic, motivated, fundraising fun run, which is performed at/for the elementary school. The program is designed to provide leadership skills for the students as well as generate much needed funds for the school's operations. These runs occur over a two week period, beginning with a pep rally and ending with the Fun Run. They are amazing events to energize and unify schools   2  Franchise Disclosure Document (2018/2019 California)  and provide much needed benefits to the students, parents, teachers and administrators. Revenues are generated by donations from individuals or businesses that sponsor the students participating in the fun run event. These revenues are collected by the schools and then shared with the franchisee. Your key personnel will include “Team Leaders” and a “Sales Professional”. Your Team Leader will be responsible for directing and supervising your staff, conducting Apex Fun Runs and otherwise managing and supervising your Business. Your Sales Professional will be responsible for marketing your Business to schools. Your Managing Owner (defined in Item 15) may also serve as a Team Leader and Sales Professional or you may hire employees or engage independent contractors to serve in these roles. We currently have five different Apex Fun Run programs, including “Apex Live”, “Apex Flex”, “Apex Leadership Company”, “Anython” and “Middle School Programs”. Prior to 2016, we only offered the Apex Live and Flex programs. Apex Live Apex Live is the traditional, full-service program that raises the most money for schools. With Apex Live, a team of three athletes coordinates the entire two-week program, including live rallies, lessons, race day with jerseys for every student and staff member, prize handouts, follow up and collections. With Apex Live, the school retains between 40% to 60% of the revenues generated with the remaining balance paid to the franchisee. This is the core product for Apex Fun Run. Apex Flex Apex Flex is our program for lower-income schools where we still provide a hassle-free, two-week experience from rally to run. However, with Apex Flex we are able to lower our initial costs by up to 50% by providing ticker stickers instead of jerseys, automating videos to save labor, etc. In addition, 1 Apex team can serve 3 schools at the same time (an Apex team can typically only serve 1 school at a time under Apex Live). This allows us to serve over twice as many schools across America that we were not able to previously serve with the Apex Live platform. With Apex Flex, the school retains between 50% and 65% of the revenues generated with the balance paid to the franchisee. Apex Leadership Company Apex Leadership Company (ALC) is a monthly leadership and recess program that uses PBIS best practices to give behavior coaching to students in a fun and exciting way. PBIS stands for Positive Behavior Interventions and Supports, and all Apex employees receive this training for how to work with students. ALC is paid for by the school districts, grant money and PTO funds; schools pay for a certain amount of days per month where an Apex Athlete comes to campus to work with students from each class and coordinates the recess games. ALC is our first product for all elementary schools, including Title 1 schools, and it also serves as a great supporting product for Apex Live and Flex schools. Anython Anython is our fundraising platform for any sports team, club or group that is not an elementary school. Many school parents request our services for more than just their school (soccer team, varsity football, youth group, sorority, etc), and Anython is our all-purpose solution for them. With Anython, we are able to help fundraise for any group activity (hit-athons, freethrow-athons, lift-athons, golf-marathons, serve-athons, etc). Each group keeps around 70-77% of the funds, and the costs to run them are very minimal. Anython is a great tool to fill in gaps in your program for after school, weekends, over breaks and during the summer.   3  Franchise Disclosure Document (2018/2019 California)  Middle School Programs Middle School Programs are the solution for middle schools that require a little bit different program than Apex Live and Flex. These programs were created for the older middle school environment, which requires different challenges, online sharing, pay-to-play fundraising, and a unique schedule that fits with the middle school classroom schedule. These programs are typically 2 weeks long, require 1 Apex Athlete and fit into the Fun Run schedule. If we award you an Apex franchise, you must sign a franchise agreement (the “Franchise Agreement”) and operate your Business in accordance with the terms of the Franchise Agreement. We will grant you a license to use certain logos, service marks and trademarks, including the service marks “APEX,” “APEX FUN RUN”, “ANYTHON” and the associated logo shown on the cover page of this Disclosure Document (collectively, the “Marks”), in the operation of your Business. The form of Franchise Agreement is attached to this Disclosure Document as EXHIBIT "A". We have developed a distinct and proprietary system (the “System”) for the operation of an Apex Fun Run business. Distinctive characteristics of the System include logo, color schemes, layouts, designs, prizes, themes, curriculum, equipment specifications, techniques, methods, confidential information and procedures that we have developed, all of which we may periodically change, improve, update and further develop from time to time. The operational aspects of an Apex Fun Run franchise are contained within our confidential Operating Manual (the “Manual”). You will operate your franchise as an independent business using the Marks, the System, the Apex Fun Run name, as well as the support, guidance and other methods and materials provided or developed by us

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